Gretel Creative Terms and Conditions – Digital Products and Services

1. Your Agreement with Us

(a) These terms and conditions (Terms) apply to the provision of Services by Gretel Creative (we, us, our) to you as a customer (you, your).

(b) Our Services are designed to enhance your online and digital presence, including on social media. These Terms outline the responsibilities of both parties to achieve that goal.

(c) By ordering or entering into an agreement with us for a Package, or instructing us to commence any Services (Agreement), you agree to comply with these Terms.

(d) Our Agreement consists of:

1. The Product, Package, or Service you order and we agree to provide.
2. These Terms.
3. Any specific terms and conditions relating to a particular Service outlined in the Schedule (Specific Terms).

(e) Together, these documents constitute our entire Agreement.

(f) If there is a conflict between these Terms and the Specific Terms, the Specific Terms will prevail.

2. Defined Terms

Capitalized terms used in these Terms are defined in the Dictionary.

3. Supply of Services

(a) These Terms apply whenever we enter into an Agreement for a Package or any Services.

(b) During the term of the Agreement:

1. We will provide the Services for an Initial Period as specified on our website or in the Schedule.
2. If the Schedule is blank, the term will default to the period outlined in the Specific Terms for the Package or Service.
3. After the Initial Period, the Agreement will continue month-to-month unless terminated with one month's written notice, aligning with the next billing cycle.
4. Fixed-term Agreements (e.g., 3, 6, or 12 months) automatically renew for the same period unless otherwise agreed.
5. You may switch to a different Package after the Initial Period, subject to agreement.

(c) Our Commitment to You:

1. We will perform the Services with reasonable skill and care.
2. We will notify you if a request is outside the scope of the Agreement.
3. Services will commence within 4 weeks of our Agreement or sooner if agreed.
4. We will comply with all relevant laws, regulations, and standards.
5. We will consider reasonable changes to Services or Packages, with fees adjusted accordingly.

(d) Service Limitations:

1. Continuity of Services relies on third-party providers and cannot be guaranteed. We are not liable for interruptions caused by:

• User error or misuse.
• Issues with your software or equipment.
• Third-party service disruptions.
• Force Majeure Events.

1. We are not liable for delays or failures due to changes by third-party platforms or suppliers.

(e) Out-of-Scope Services:
We may provide additional services outside the Agreement at our discretion and will inform you of applicable rates.

(f) Right to Sub-contract:
We may use subcontractors, agents, or partners to deliver Services, who will be bound by our obligations.

(g) Changes to Terms:
We may modify these Terms with reasonable notice. Continued use of the Services constitutes acceptance. Changes may be immediate for security reasons, law compliance, or if beneficial to you.

4. Service Fees and Payment

(a) Fees for Services are outlined in the Specific Terms or on our website and may include GST.

(b) Payments will be automatically debited from your credit card monthly in advance. You must keep your payment details updated.

(c) If payment is overdue, we may suspend Services

(d) Overdue debts may incur recovery costs and be reported to credit agencies.

(e) We may adjust Fees with one month's notice. You may terminate the Agreement if you disagree.

5. Your Obligations

What You Must Do

(a) You agree to:

1. Provide clear and timely instructions when requested.
2. Pay fees to us and third-party providers (e.g., Google Ads, Meta).
3. Protect your systems and ours.
4. Handle responsibilities under your control.
5. Safeguard our Intellectual Property.

(b) To facilitate our Services, you must:

1. Approve content, keywords, or materials promptly.
2. Provide all Client Materials (e.g., files, content, logos).
3. Respond to issues related to your accounts or materials promptly.
4. Provide access credentials for websites and social media accounts.

(c) Failure to meet these obligations may impact our ability to deliver the Services.

What You Must Not Do

(a) Do not use the Services for improper, illegal, or harmful purposes.
(b) Do not allow unauthorized access to the Services.
(c) Do not attempt unauthorized access to systems or materials.
(d) Do not transmit harmful files, offensive content, or unlawful materials.
(e) Do not modify, copy, or reverse-engineer any programs used to deliver the Services.
(f) Do not share our Services or related information with competitors or act against our interests.

6. Pausing

(a) Subject to clause 7, you may ask us to pause this Agreement for convenience on 1 month's notice for Services other than Search Engine Optimisation

(b) You must provide reasons for the pause request and indicate the date you wish Services to resume.

(c) Approval or denial of a pause request is at our discretion.

(d) Services will not be paused for more than 1 month.

(e) A pause cannot be backdated.

(aa) Payments made in advance will not be refunded for any paused Services or Packages.

(bb) You may terminate this Agreement during a pause in accordance with clause 7, provided you comply with the termination terms.

7. Suspension, Default, and Termination

(a) Suspension and Force Majeure

1. We may suspend or cancel Services if you fail to meet obligations or act detrimentally toward us.

(b) Your Default and Suspension

1. We may suspend or cancel Services if you fail to pay fees or cause damage or misconduct.
2. Suspension does not relieve you of payment obligations.
3. Suspension may occur if fees remain unpaid for over 10 days.

(c) Termination by Notice

1. Either party may terminate this Agreement at any time, with termination taking effect at the end of the current monthly billing cycle. Please note that partial refunds for monthly invoices will not be provided.

(d) Intellectual Property and Data Handling:
Each party retains ownership of their pre-existing and developed IP as outlined in Clause 8.

8. Intellectual Property Rights

(a) Unless explicitly agreed otherwise, each party retains ownership of all Intellectual Property (IP) rights in materials independently owned or created prior to this Agreement. No such IP will be assigned or transferred through this Agreement.

(b) You retain ownership of all IP rights in your Required Information, Required Materials, and Background IP.

(c) You grant us a limited, non-exclusive, non-transferable, revocable, worldwide licence to use your Required Information, Required Materials, and Background IP solely for the purpose of delivering the Services as outlined in this Agreement.

(d) All IP rights in Content created exclusively for you during the term of this Agreement will be owned by us unless otherwise agreed in writing.

(e) All rights in Developed IP will vest in and be owned by us upon creation.

(f) During the term of this Agreement, you are granted a non-exclusive, royalty-free, non-transferable licence to use our Background IP and Developed IP solely to the extent necessary for the performance of the Services.

(g) We reserve the right to use or adapt any IP we develop under this Agreement and to utilize associated data, including leads generated through the Services, for any purpose. You consent to such use.

(h) Unless otherwise agreed, we retain ownership of all rights (including IP rights) to data generated from the Services and may use this data for service improvement or development.

(i) We will not share confidential aspects of Developed IP or data with other clients.

(j) You acknowledge our ownership of all IP in Developed IP and our trademarks. You must not alter, remove, obscure, or interfere with any proprietary markings on our products or Services.

(k) Any IP, materials, code, software, or methods we develop outside of the specific scope of this Agreement will remain our property unless explicitly agreed otherwise.

9. Third-Party Material

(a) To deliver our Services, we may use third-party materials, including platforms and online tools. These materials might be subject to creative commons, open-source licensing terms, or other third-party licensing terms, as we will notify you where applicable.

(b) You must not sublicense any Developed IP or Background IP without our prior written consent.

(c) You are prohibited from copying, downloading, distributing, adapting, or modifying the Content without both our consent and the consent of the original supplier.

(d) You are solely responsible for coordinating, conducting, and fulfilling any offers promoted through the Content, including securing any required permits, licenses, or authorities associated with your promotions.

10. Warranties

(a) Our liability for the Services is subject to the provisions of Australian Consumer Law. While we aim to provide reliable Services, we are not responsible for matters beyond our control unless otherwise agreed.

(b) You agree to release, indemnify, defend, and hold us harmless (including our directors, employees, and agents) against any claims or liabilities arising from:

• Your misuse of the Services or social media accounts.
• Acts or omissions by anyone you authorize to interact with the Services.
• Loss or damage caused by your actions or instructions that result in breaches of laws or third-party rights.

(c) We do not warrant that the Services will meet all your requirements or be free from disruptions, errors, or unauthorized access (e.g., hacking, viruses, or security breaches).

(d) We will make reasonable efforts to notify you in advance of maintenance downtime, except in cases where circumstances beyond our control prevent us from doing so.

11. Liability

(a) Our liability is governed by this clause and Australian law. To the fullest extent permitted by law:

• We exclude liability for indirect or consequential losses, including economic loss, loss of revenue, or data.
• Our liability is capped at either:
  (i) The amount paid by you for the Services.
  (ii) A refund or compensation for a reduced value of the Services under Australian Consumer Law.

(b) Our Services come with guarantees under Australian Consumer Law. For major failures, you are entitled to cancel your contract, receive a refund, or compensation for reduced value.

(c) You agree to indemnify us against claims arising from your use of Required Information, Required Materials, or Client Materials that infringe third-party Intellectual Property Rights.

(d) We retain full control over any claims or litigation related to these matters and will act in your best interests during such proceedings.

12. Access to Our Systems

(a) Both parties agree to maintain privacy and comply with reasonable security obligations.

(b) You must implement strong security measures (e.g., strong passwords, training, and procedures) to protect your access to our systems.

(c) Keep your login details confidential. We are not liable for any unauthorized use of your credentials.

(d) Notify us within 48 hours of any security breach. For Notifiable Data Breaches under Privacy Law, notify us within 3 hours and cooperate fully.

(e) It is your responsibility to protect your systems and ours from malicious code.

13. General

(a) These terms are governed by the laws of Queensland, Australia. Both parties submit to the jurisdiction of Queensland courts.

(b) The Agreement does not establish an agency, partnership, or employment relationship.

(c) Provisions of this Agreement, including confidentiality and liability clauses, survive termination.

(d) Variations to this Agreement must be made in writing and signed by all parties.

(e) Both parties agree to cooperate and execute any additional documents required to enforce the Agreement.

(f) Any failure to enforce rights under this Agreement does not constitute a waiver of those rights.

(g) Privacy obligations apply as outlined in our Privacy Policy.

(h) We may use third-party providers, including those based overseas, to deliver the Services. We will notify you of any relevant terms associated with their use.

(i) Social media platforms or third-party providers may change their terms, which could impact our Services. We will endeavor to provide reasonable notice and minimize any disruption.

(j) Notices and communications will be sent via email. Assignments require written consent unless otherwise agreed.

14. Acceptable Use Policy

(a) You must not use our Services in ways that violate laws or promote harmful content (e.g., offensive, discriminatory, or defamatory materials).

(b) Misuse of the Services, including spamming or infringing third-party rights, is prohibited.

(c) We reserve the right to monitor accounts for compliance, notify you of breaches, or suspend Services where necessary.

(d) Actions taken under this policy are final, and you waive claims against us for any resulting suspension or termination.

15. Specific Terms for Digital Products and Services

15.1 Access Authority

(a) You agree to grant us access to your accounts, including social media platforms, necessary for performing the services.

(b) It is your responsibility to arrange access and provide the necessary credentials to us.

(c) You agree to bear any expenses associated with these services, including hosting costs, where applicable.

(d) You are responsible for covering any advertising spend, which remains at your discretion.

(e) You agree to secure any required licenses or permits in relation to the services, including those for advertising in your industry.

15.2 Specific Services

The specific services we will provide are detailed in the service package outlined in the Schedule.

15.3 Posts and Content

We will generate and author content for the social media profiles we manage as part of our services. The nature and amount of content will vary depending on what is best suited for your needs.

15.4 Approval Process

Unless otherwise specified, we will submit all posts/content to you for review. The review time will be 2 working days for keywords and 3 working days for content. After this period, content will be published automatically.

15.5 Discretion and Changes

We may need to adapt how we provide the services and interact with social media platforms. If major changes occur, we will notify you, and you can terminate the agreement with 30 days' notice if you do not agree with the changes.

15.6 Payments and Spend

You are responsible for ensuring your social media accounts are properly funded and have active payment credentials to facilitate the services. We do not charge a commission on advertising spend.

15.7 Issues with Accounts

Any account-related issues with your social media profiles must be addressed by you unless we agree to assist.

15.8 Public Engagement

You agree that we may engage with third-party users on your behalf, including commenting, posting, and conversing with users on your social media accounts. We are released from any liability related to this engagement.

15.9 Acknowledgements

You acknowledge that:

• You may not get the same results from advertising spend as others.
• Platform operators may change rules, algorithms, and processes without warning, which could affect results.
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16. Account Management

We are authorized to manage your advertising accounts (Google Ads, Microsoft Ads, Facebook Business Manager, etc.) on your behalf. We will use our reasonable efforts to optimize and maximize advertising for your benefit.

16.1 Specific Terms

(a) You grant us permission to access and manage your advertising accounts on your behalf while maintaining ownership of the account. You are responsible for any fees to the provider, including set-up fees and ongoing charges.

(b) We are not responsible for "disapproved" ads, your ads being stopped by the provider, or any actions related to intellectual property issues.

(c) On cancellation or pausing of services, we are not liable for fees incurred by the provider.

(d) You acknowledge that we cannot guarantee specific results.

(e) Our fees will continue to be payable even if your ads or account are paused.

17. Social Media Management

We are authorized to manage your Facebook Business Manager accounts on your behalf. This service includes the management of Facebook Ads and Business accounts to establish your social media presence.

17.1 Specific Terms

(a) You agree to give us access to your Facebook Business Manager accounts.

(b) We are not liable for any issues related to your Facebook pages or ads, including breaches related to intellectual property.

(c) This service includes a set monthly budget for "per click" advertising, after which no further advertising will occur until the next cycle.

(d) We are not liable for any privacy breaches or issues with the content uploaded to your Facebook/Instagram accounts.

18. Search Engine Optimisation (SEO)

You grant us permission to make changes to your website to improve search engine results. We will make reasonable efforts to enhance your website's visibility, but we cannot guarantee increases in traffic or ranking positions.

18. PPC Pages

We will create an optimised landing page for your pay-per-click campaigns.

18.1 Specific Terms

(a) You agree to allow us to create the landing page. We make no guarantees regarding results.

(b)We are not liable for any downtime affecting your DUDA website, including lost conversion revenue.

19. DUDA Website

We will create, customise, and manage a website for you using the DUDA platform all of DUDA Terms and conditions apply

19.1 Specific Terms

(a) You agree to allow us to create and manage the website

(b) We are not liable for any downtime or technical difficulties.

20. Payment Arrangements and Billing Cycle

(a) Set-up and ongoing management fees are payable as outlined in our website's payment terms.

(b) Ongoing fees for services, including website management, are payable monthly in advance unless otherwise agreed.

21 . Dictionary

Agreement
Means these Terms and any order you place with us.

Background IP
Refers to Intellectual Property rights owned by or licensed to a Party as of the Commencement Date or acquired or developed independently during the term of this Agreement. These rights are necessary or desirable for performing the Services and can be licensed to third parties.

Business Day
Means a day (other than a Saturday or Sunday) when banks are ordinarily open for business in Sydney, Australia.

Claim
Means any claim, notice, demand, investigation, action, proceeding, litigation, or judgment arising in any way, whether present, unascertained, immediate, future, or contingent, and whether based on contract, tort (including negligence), statute, or involving third parties.

Client Materials
Includes any data, materials, and Intellectual Property you must provide to us to enable the provision of Services, including materials we may request from you periodically.

Confidential Information
Includes all spoken, written, or electronically stored information belonging to or relating to either Party, including but not limited to technical, financial, or business details, employee, supplier, or customer information, material developed under this Agreement, and Intellectual Property. Excludes information in the public domain or independently known to the other Party.

Consequential Loss
Includes, but is not limited to: data loss, loss of opportunity, anticipated profits or savings, wasted overheads, loss of goodwill, and other economic loss, as well as disappointment, stress, and inconvenience.

Content
Refers to content developed by a Party as part of this Agreement.

Developed IP
Covers all Intellectual Property created, conceived, or developed during the performance of the Services, including Content.

Dictionary
Means this dictionary containing defined terms.

Fees
Our charges for the Services we provide, including any requested add-ons or additional services as specified in Clause 4.

Force Majeure Event
An unforeseen event beyond the control of the affected Party, including but not limited to natural disasters, war, terrorism, vandalism, hacking, industrial action, or actions of governmental agencies.

GST
Has the meaning given in the GST Act.

GST Act
Refers to the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Indemnified Officers
Includes a Party's directors, employees, contractors, agents, and representatives.

Insolvency Event
Occurs when a Party:

• Enters into a scheme of arrangement with creditors.
• Is wound up or dissolved, or an administrator, liquidator, or receiver is appointed.
• Is placed under official management, commits an act of bankruptcy, or faces criminal charges.

Intellectual Property
Refers to all rights related to patents, copyrights, trademarks, trade secrets, designs, software, know-how, and all other similar or equivalent rights globally, whether registered or unregistered.

Intellectual Property Rights
Include:
(a) Patents, trademarks, designs, copyrights, and associated rights.
(b) Rights under licenses, statutes, or agreements.
(c) Rights to take action for past infringements.

Lead
A person who contacts us or you as a result of the Services.

Liability
Covers any loss, damage, cost, or expense, including legal fees.

Notice of Default
A written notice specifying the default, details of the breach, and a deadline (of no less than 5 Business Days) to address it.

Out-of-Scope Services
Refers to any services not defined as part of the Services.

Package
The specific service packages detailed in the Schedule.

Product
Refers to a Package, service, or combination offered as a separate or bundled product.

Required Information
Refers to business information you provide to facilitate our Services, including logos, branding details, and advertising goals.

Required Materials
Includes photographs, videos, sales materials, technical specs, or other materials necessary for our Services.

Services
The services you request, order, or purchase under this Agreement, including but not limited to:

• Brand Creation
• Google Ads
• Meta Advertising
• SEO
• Digital Marketing
• Content Marketing
• Social Media Marketing